Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
This information
should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the
“ Report ” ). The discussion and analysis which follows may contain trend analysis and other forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect
to future events and financial results. Words such as “ anticipate, ” “ expect, ” “ intend, ”
“ plan, ” “ believe, ” “ seek, ” “ outlook ” and “ estimate, ”
as well as similar words and phrases, signify forward-looking statements. The forward-looking statements of Tidal Commodities
Trust I (the “ Trust ” ) are not a guarantee of future results and conditions, and important factors, risks
and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements. Whether
or not actual results and developments will conform to our Sponsor’s expectations and predictions, however, is subject to
a number of risks and uncertainties, including the special considerations discussed in this Report; general economic, market and
business conditions; changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory
bodies; the costs and effect of any litigation or regulatory investigations; technology developments regarding the use of bitcoin
and other digital assets, including the systems used by Tidal Investments LLC (the “ Sponsor ”) in its
provision of services to the Trust; the Sponsor’s conflict of interest in allocating resources among its different clients
and the pursuit of future business or investment opportunities by the Sponsor, its officers and/or affiliated entities; and other
world economic and political developments.
These and other risks and uncertainties,
which are described in more detail in our Annual Report on Form 10-K, filed with the SEC on March 25, 2025, could cause our actual
results to differ materially from those expressed or implied by the forward -looking statements in this report. You should not
place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the Sponsor
undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors
described in this Report, as a result of new information, future events or changed circumstances or for any other reason after
the date of this Report.
Overview/Introduction
Tidal Commodities Trust I (“Trust”),
a Delaware statutory trust organized on February 10, 2023, is a series trust currently consisting of one series: Hashdex Bitcoin
ETF (f/k/a Hashdex Bitcoin Futures ETF) (“DEFI” or the “Fund”). The Trust also includes one additional
series, the 7RCC Spot Bitcoin and Carbon Credit Futures ETF, which may be publicly offered in the future. The Fund is a commodity
pool. The Fund issues shares of beneficial interest, with no par value (the “Shares”), representing fractional undivided
beneficial interests in the Fund. The Fund’s investment objective is for changes in the Shares’ net asset value (“NAV”)
to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”),
less expenses from the Fund’s operations. The Benchmark is designed to track the price performance of bitcoin. The Fund invests
in bitcoin, bitcoin futures contracts (“Bitcoin Futures Contracts”) listed on the Chicago Mercantile Exchange Inc.
(“CME”), and cash and cash equivalents. Because the Fund’s investment objective is to track the price of the
Benchmark, changes in the price of the Shares may vary from changes in the spot price of bitcoin.
The Trust and the Fund operate
pursuant to the Trust’s Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”),
dated March 10, 2023. On January 2, 2024, the initial Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange
Commission (“SEC”). As noted below, the Fund is the successor to the Predecessor Fund (defined below), which commenced
operations in September 2022. The Fund’s shares trade on the NYSE Arca stock exchange (“NYSE Arca”). The current
registration statement for DEFI was declared effective by the SEC on January 2, 2024 and registered an indeterminate number of
Shares. BitGo Trust Company, Inc (the “Bitcoin Custodian”) is the custodian for the Fund’s bitcoin holdings;
and U.S. Bank, N.A. is the custodian for the Fund’s cash and cash equivalents holdings (the “Cash Custodian”
and together with the Bitcoin Custodian, the “Custodians”).
The Fund is the successor and surviving
entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the “Predecessor Fund”) into
the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor Trust”) sponsored by
Teucrium Trading, LLC (“Prior Sponsor”). The Merger closed on January 3, 2024. In connection with the Merger, the Predecessor
Fund shareholders received one Share for each share of the Predecessor Fund they owned prior to the Merger.
The sponsor of the
Trust is Tidal Investments LLC, a Delaware limited liability company (the “Sponsor”). The principal office of the Sponsor
is Milwaukee, Wisconsin and the Trust is located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204. The Sponsor
is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”)
and is a member of the National Futures Association (“NFA”). The Fund intends to be treated as a partnership for U.S.
federal income tax purposes. The Sponsor has sponsored the Trust since 2023. Sponsoring the Fund will be the Sponsor’s first
experience in operating an exchange traded product that invests in crypto-currency futures or directly in bitcoin. The Sponsor’s
responsibilities are discussed below in the section entitled “ The Sponsor’s Operations. ”
While investors will purchase and sell
Shares through their broker-dealer, the Fund continuously offers creation baskets consisting of 10,000 Shares (“Creation
Baskets”) at their net asset value (“NAV”) to certain financial institutions that have entered into an agreement
with the Sponsor (“Authorized Purchasers”).
F- 21
Merger with Hashdex Bitcoin Futures ETF
On January 3, 2024, the Trust completed
the Merger and acquisition of the Predecessor Fund, a series of the Predecessor Trust, into the Fund, a series of the Trust. The
Merger was effected pursuant to an Agreement and Plan of Partnership Merger and Liquidation dated as of October 30, 2023 (the “Plan
of Merger”) between the Predecessor Trust, on behalf of its Predecessor Fund series, and the Trust, on behalf of its Fund
series.
Pursuant to the Plan of Merger, each Predecessor
Fund shareholder received one share of the Fund for every one share of the Predecessor Fund held immediately before the commencement
of trading on the NYSE Arca on the Closing Date based on the net asset value per share of the Predecessor Fund being equal to the
net asset value per share of the Fund determined immediately prior to the Merger closing. The share price used for the delivery
of shares of the Predecessor Fund was the net asset value per share of the Predecessor Fund determined after the close of business
of NYSE Arca on January 2, 2024. Consequently, the Merger resulted in a one-for-one exchange of shares between the Predecessor
Fund and the Fund. Further, the Fund acquired in the Merger all the assets of the Predecessor Fund and assumed all the liabilities
of the Predecessor Fund. Effective the Merger closing, the Plan of Merger caused all of the Predecessor Fund’s shares to
be cancelled and the Predecessor Fund to be liquidated.
The Merger did not materially modify the
rights of Predecessor Fund shareholders with respect to their investment. The Fund has the same investment objective, investment
strategies and investment restrictions, and substantially identical investment risks, as those had by the Predecessor Fund. Following
the Merger, the Fund is now sponsored by the Sponsor, Tidal Investments LLC (f/k/a Toroso Investments LLC), and the Fund is now
managed by portfolio managers employed by the Sponsor. The Fund pays the same management fee rate to the Sponsor, under the same
terms, as previously paid by the Predecessor Fund to Teucrium Trading, LLC, the sponsor of the Predecessor Trust and the Predecessor
Fund.
The Fund’s shares commenced trading on the NYSE Arca upon
the effectiveness of the Merger under the ticker symbol “ DEFI. ”
Effect of Merger - Conversion to U.S. Spot Bitcoin ETF
On March 26, 2024,
the Trust announced that the Fund would be permitted to have spot bitcoin holdings, and that it would track the Benchmark effective
March 27, 2024. The Predecessor Fund’s name was the Hashdex Bitcoin Futures ETF, and the Fund’s name is the Hashdex
Bitcoin ETF. Effective as of March 27, the Fund has a policy to maximize its holdings of physical bitcoin such that it is expected
that at least 95% of the Fund’s assets will be invested in spot bitcoin. Up to 5% of the Fund’s remaining assets may
be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance Summary
This report covers the periods from January 1, 2025 to September
30, 2025 for DEFI.
Per Share Operation Performance
Net asset value at beginning of period
$ 106.00
Income (loss) from investment operations:
Investment income
0.01
Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
23.73
Total expenses
(0.30 )
Net increase (decrease) in net asset value
23.44
Net asset value at end of period
$ 129.44
Total Return
22.12 %
Ratios to Average Net Assets (Annualized)
Total expenses
0.35 %
Total expenses, net
0.35 %
Net investment income (loss)
(0.34 )%
Market Outlook - The Bitcoin Industry
Bitcoin is a digital asset that serves
as the unit of account on an open -source, decentralized, peer-to-peer computer network. Bitcoin may be used to pay for goods and
services, stored for future use, or converted to a fiat currency. As of the date of this update, the adoption of bitcoin for these
purposes has been limited. The value of bitcoin is not backed by any government, corporation, or other identified body.
The value of bitcoin is determined in part
by the supply of (which is limited), and demand for, bitcoin in the markets for exchange that have been organized to facilitate
the trading of bitcoin. By design, the supply of bitcoin is limited to 21 million bitcoins. As of the date of this update, there
are approximately $19 million bitcoins in circulation.
F- 22
Bitcoin is maintained on the Bitcoin Network.
No single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through software and governs bitcoin’s
creation and movement. The source code for the Bitcoin Network, often referred to as the Bitcoin Protocol, is open-source, and
anyone can contribute to its development.
Price movements for bitcoin are influenced
by, among other things, the environment, natural or man-made disasters, governmental oversight and regulation, demographics, economic
conditions, infrastructure limitations, existing and future technological developments, and a variety of other factors now known
and unknown, any and all of which can have an impact on the supply, demand, and price fluctuations in the bitcoin markets. More
generally, cryptocurrency prices may be influenced by economic and monetary events such as changes in interest rates, changes in
balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international
economic events, and changes in the philosophies and emotions of market purchasers. Because the Predecessor Fund invested in futures
contracts in a single cryptocurrency, it was not a diversified investment vehicle, and therefore may have been subject to greater
volatility than a diversified portfolio of stocks or bonds or a more diversified commodity or cryptocurrency pool. Likewise, because
the Fund invests in spot bitcoin and futures contracts in a single cryptocurrency, it is not a diversified investment vehicle,
and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity
or cryptocurrency pool.
Market Risk
Trading in instruments such as futures
contracts will involve the Fund entering into contractual commitments to purchase or sell specific amounts of cryptocurrencies
at a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the future cash
requirements of the Fund as the Fund intends to close out any open positions prior to the contractual expiration date. As a result,
the Fund’s market risk is the risk of loss arising from the decline in value of the contracts, not from the need to make
delivery under the contracts. The Fund considers the “fair value” of derivative instruments to be the unrealized gain
or loss on the contracts. The market risk associated with the commitment by the Fund to purchase a specific cryptocurrency will
be limited to the aggregate face amount of the contacts held.
The exposure of the Fund to market risk
will depend on a number of factors including the markets for the specific cryptocurrency, the volatility of interest rates and
foreign exchange rates, the liquidity of the Bitcoin Futures Contracts markets and the relationships among the contracts held by
the Fund.
Credit Risk
When the Fund enters into futures contracts,
it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For purposes of credit risk,
the counterparty for the futures contracts traded on the Chicago Board of Trade, Intercontinental Exchange and CME is the clearinghouse
associated with those exchanges. In general, clearinghouses are backed by their members who may be required to share in the financial
burden resulting from the non-performance of one of their members, which should significantly reduce credit risk. Some foreign
exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions.
Unlike in the case of exchange traded futures contracts, the counterparty to an over the counter futures contract is generally
a single bank or other financial institution. As a result, there will be greater counterparty credit risk in over the counter transactions.
There can be no assurance that any counterparty, clearinghouse, or their financial backers will satisfy their obligations to the
Fund.
The Sponsor will attempt to manage the
credit risk of the Fund by following certain trading limitations and policies. In particular, the Fund intends to post margin and
collateral and/or hold liquid assets that will be equal to approximately the face amount of the futures contracts it holds. The
Sponsor will implement procedures that will include, but will not be limited to, executing and clearing trades and entering into
over the counter transactions only with parties it deems creditworthy and/or requiring the posting of collateral by such parties
for the benefit of each Fund to limit its credit exposure.
The CEA requires
all Future Commission Merchants (the “FCMs”), such as the Fund’s clearing brokers, to meet and maintain specified
fitness and financial requirements, to segregate customer funds from proprietary funds and account separately for all customers’
funds and positions, and to maintain specified books and records open to inspection by the staff of the CFTC. The CFTC has similar
authority over introducing brokers, or persons who solicit or accept orders for commodity interest trades but who do not accept
margin deposits for the execution of trades. The CEA authorizes the CFTC to regulate trading by FCMs and by their officers and
directors, permits the CFTC to require action by exchanges in the event of market emergencies, and establishes an administrative
procedure under which customers may institute complaints for damages arising from alleged violations of the CEA. The CEA also gives
the states powers to enforce its provisions and the regulations of the CFTC.
On November 14, 2013, the CFTC published
final regulations that require enhanced customer protections, risk management programs, internal monitoring and controls, capital
and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford
greater assurances to market participants that customer segregated funds and secured amounts are protected, customers are provided
with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring
and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard the continued operations
and the auditing and examination programs of the CFTC and the SROs are monitoring the activities of FCMs in a thorough manner.
StoneX and Phillip Capital serve as the Fund’s clearing
brokers to execute futures contracts and provide other brokerage-related services.
F- 23
Results of Operations
The discussion below addresses the material changes in the results
of operations for the three months ended September 30, 2025, compared to the same period in 2024.
Total expenses for the current and comparative
period are presented both gross and net of any expenses waived or paid by the Prior Sponsor that would have been incurred by the
Fund (“expenses waived by the Prior Sponsor”). For all expenses waived in 2024, the Prior Sponsor is not entitled to
reimbursement. “Total expenses, net” is after the impact of any expenses waived by the Prior Sponsor, are presented
in the same manner as previously reported. There is, therefore, no impact to or change in the Net gain or Net loss in any period
for the Trust and the Fund as a result of this change in presentation.
The Fund is the successor and surviving
entity from the Merger of the Predecessor Fund into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust
sponsored by Teucrium Trading, LLC. The Predecessor Fund commenced operations on September 15, 2022. The investment objective of
both the Predecessor Fund and the Fund (for the period from January 3, 2024 to March 26, 2024) was for changes in the Fund’s
shares’ net asset value (“NAV”) to reflect the daily changes of the price of the Hashdex U.S. Bitcoin Futures
Fund Benchmark (the “Prior Benchmark”), less expenses from such Fund’s operations. The Prior Benchmark reflect
the average of the closing settlement prices for the first to expire and second to expire bitcoin futures contracts listed on the
Chicago Mercantile Exchange (“CME”).
Effective as of March 27, 2024, the Fund’s
investment objective and strategy were revised to reflect that the Fund could have spot bitcoin holdings. That is, the Fund’s
investment objective is for changes in the Shares’ NAV to reflect the daily changes of the price of the Nasdaq Bitcoin Reference
Price - Settlement (NQBTCS) (the “Benchmark”), less expenses from the Fund’s operations. Under normal market
conditions, the Fund’s current policy is to maximize its holdings of physical bitcoin such that it is expected that at least
95% of the Fund’s assets will be invested in spot bitcoin. Up to 5% of the Fund’s remaining assets may be invested
in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance data from January 1, 2024,
to January 3, 2024, reflects the performance of the Predecessor Fund. Performance from January 4, 2024, to March 26, 2024, reflects
the Fund’s performance under its previous investment strategy, which involved investing in futures contracts. Performance
data from March 27, 2024, onward reflect the Fund’s current investment strategy.
On September 30, 2025, the Fund held 134.87 Units of spot bitcoin
with an asset fair value of $15,439,452.
Quarter Ended
Quarter Ended
Year Ended
September 30,
September 30,
December 31,
2025
2024
2024
Total Net Assets
$ 15,532,961
$ 9,392,528
$ 14,839,385
Shares Outstanding
120,000
130,000
140,000
Net Asset Value per share
$ 129.44
$ 72.25
$ 106.00
Closing Price
$ 129.50
$ 72.39
$ 106.21
Total net assets for the Fund increased
year over year by 65.38%, driven by an increase in the NAV per share of $ 57.19 or 79.16%. The change in total net assets year
over year was generally due to the Bitcoin price appreciation from $63,375.35 per Bitcoin as of September 30, 2024, to $114,475.44
per Bitcoin as of September 30, 2025, representing an approximate 80.63% increase year over year.
For the three months ended September 30, 2025, compared to
the three months ended September 30, 2024:
Quarter Ended
Quarter Ended
September 30, 2025
September 30, 2024
Average daily total net assets
$ 15,516,535
$ 9,912,432
Net realized and unrealized gain (loss) on futures contracts and investments
$ 916,923
$ 335,424
Interest income earned on cash equivalents
$ 806
$ 1,524
Annualized interest yield based on average daily total net assets
0.02 %
0.06 %
Net Income (Loss)
$ 907,867
$ 314,110
Weighted average shares outstanding
120,000
142,717
Management fees
$ 9,777
$ 22,425
Total gross fees and other expenses (excluding management fees)
$ —
$ 413
Brokerage commissions
$ —
$ 50
Total gross expense ratio
0.25 %
0.92 %
Net investment gain (loss)
6.20 %
5.58 %
Creation of Shares
—
—
Redemption of Shares
—
30,000
Net Realized Gain or Loss on Futures Contracts
Realized gain or loss on trading of commodity
futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll”
in contracts as the nearest to expire contracts are exchanged for the appropriate contract given the investment objective of the
fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated
with rebalancing trades which are made to ensure conformance to the benchmark, 4) the number of contracts held and then sold for
either circumstance aforementioned. The Fund recognizes the expense for brokerage commissions for futures contract trades on a
per trade basis. Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of
contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in
each contract month. The Fund conducts creation and redemption transactions only for cash, and, with respect to creation transactions,
the cash is used to purchase Bitcoin Futures Contracts only. The Fund will use Bitcoin Futures Contracts for the primary purpose
of using such Bitcoin Futures Contracts to acquire physical bitcoin through Exchange for Physical (“EFP”) transactions
and to offset cash and receivables for better tracking the Benchmark. The net realized and unrealized loss on futures contracts
was related to the decrease in the Fund’s net assets and the Bitcoin price depreciation during the three months ended September
30, 2025.
F- 24
In the three months ended September 30, 2025 compared to the
three months ended September 30, 2024 the amount of interest income earned as a percentage of daily total net assets was significantly
lower. The decrease in interest and other income over these periods was primarily due to a decrease in the investments within
short-term Treasury Securities, demand deposits, money market funds and/or investments in commercial paper; in the Fund’s
current policy, only up to 5% of the Fund’s assets may be invested in CME-traded bitcoin futures contracts and in cash and
cash equivalents. The Fund seeks to earn interest and other income in investments that may include, but are not limited to, short-term
Treasury Securities, demand deposits, money market funds and investments in commercial paper. These interest rate levels may be
lower or higher than the projected interest rates stated in the prospectuses and thus will impact your breakeven point.
The decrease in management fee
paid to the Sponsor for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, despite
higher Fund average net assets overall, is a result of the Sponsor lowering the management fee from 0.90% to 0.25% per annum of
the daily NAV of the Fund effective February 10, 2025. Other than the management fee to the Sponsor, the Fund incurred total gross
fees and other expenses excluding management fees and brokerage commissions, which were significantly lower than during the three
months ended September 30, 2024, where the Fund incurred brokerage commissions. Brokerage commissions are recognized on a per-trade
basis to each futures contract’s or bitcoin share’s cost basis. Trading fees for the Fund are recorded in the statement
of operations as broker expenses. The actual amount of trading fees to be incurred will vary based upon the trading frequency of
the Fund.
For the three months ended September
30, 2024, most of the expenses incurred by the Predecessor Fund were associated with the management fee and day-to -day operation
of the Fund and the necessary functions related to regulatory compliance. Those were generally based on contracts, which extend
for some period of time and up to one year, or commitments regardless of the level of assets under management. The Sponsor has
not elected to waive management fees or other expenses. These factors also explain the decrease in total gross fees and other expenses
excluding management fees, as well as the decrease in total gross expense ratio for the three months ended September 30, 2025.
The decrease in total brokerage
commissions for the three months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily
due to a decrease in futures contracts purchased, liquidated, and rolled given the Fund’s current policy to maximize its
holdings of physical bitcoin instead of CME-traded bitcoin futures contracts.
The graph below shows the actual
shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to September
30, 2025 and serves to illustrate the relative changes of these components.
F- 25
Off Balance Sheet Financing
The Trust or Fund has no obligations, assets
or liabilities which would be considered off-balance sheet arrangements as of September 30, 2025. Neither the Trust nor the Fund
participates in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to
as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
Neither the Trust nor the Fund have entered into any off-balance sheet financing arrangements, established any special purpose
entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Liquidity and Capital Resources
The Fund does not anticipate making use
of borrowings or other lines of credit to meet its obligations. The Fund meets its liquidity needs in the normal course of business
from the proceeds of the sale of its investments, from the cash and cash equivalents that it intends to hold, and/or from the fee
waivers provided by the Sponsor. The Fund’s liquidity needs include redeeming its Shares, providing margin deposits for existing
Bitcoin Futures Contracts or the purchase of additional Bitcoin Futures Contracts, posting collateral for over-the-counter contracts,
and paying expenses.
In order to collateralize positions in
Bitcoin Futures Contracts, a portion of the NAV of the Fund is held in cash and cash equivalents, such as short-term Treasury Securities,
demand deposits, money market funds and investments in commercial paper. A portion of these investments may be posted as collateral
in connection with Bitcoin Futures Contracts. The percentage that cash and cash equivalents bear to the shareholders’ equity
of the Fund varies from period to period as the market values of the Bitcoin Futures Contracts change. The Fund earned $712 and
$1,524, respectively, in interest income during the three months ended September 30, 2025 and 2024.
If the Fund’s ability to
obtain exposure to Bitcoin Futures Contracts in accordance with its investment objective is disrupted for any reason, including
limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin requirements
or position limits imposed by the Fund’s futures commission merchants, the CME, or the CFTC, the Fund may not be able to
achieve its investment objective and may experience significant losses. Any disruption in the Fund’s ability to obtain exposure
to Bitcoin Futures Contracts will cause the Fund’s performance to deviate from the performance of Bitcoin Futures Contracts.
In addition, the Fund might grow to a size where a lack of liquidity in the futures market meant that the Fund could not sell enough
futures contracts to honor redemption requests.
A market disruption, such as a government
taking regulatory or other actions that disrupt the market in bitcoin, can also make it difficult to liquidate a position. Unexpected
market illiquidity may cause major losses to investors at any time or from time to time. In addition, the Fund does not intend
at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only
on the cash and cash equivalents that it holds to meet its liquidity needs. The anticipated value of the positions in Benchmark
Component Futures Contracts that the Sponsor will acquire or enter into for the Fund increases the risk of illiquidity. Because
Benchmark Component Futures Contracts may be illiquid, the Fund’s holdings may be more difficult to liquidate at favorable
prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.
Critical Accounting Policies
The Trust’s critical accounting policies for the Fund
is as follows:
Basis of Presentation
Preparation of the financial statements
and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the application
of appropriate accounting rules and guidance, as well as the use of estimates, and requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, revenue and expense and related disclosure of contingent assets and
liabilities during the reporting period of the combined financial statements and accompanying notes. The Trust’s application
of these policies involves judgments and actual results may differ from the estimates used.
Cryptocurrency Derivative Transactions
The Sponsor has determined that the valuation
of cryptocurrency interests that are not traded on a U.S. or internationally recognized futures exchange (such as swaps and other
over the counter contracts) involves a critical accounting policy. The values which are used by the Fund for futures contracts
will be provided by the broker who will use market prices when available, while over the counter contracts will be valued based
on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these
derivative contracts prior to their delivery date. Values will be determined on a daily basis.
Cryptocurrency futures contracts held by
the Fund are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily.
Unrealized appreciation or depreciation on commodity or cryptocurrency futures contracts are reflected in the statement of operations
as the difference between the original contract amount and the fair market value as of the last business day of the year or as
of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the
statement of operations. Interest on cash equivalents and deposits are recognized on an accrual basis. The Fund earns interest
on funds held at the custodian or other financial institutions at prevailing market rates for such investments.
F- 26
Cash and cash Equivalents
Cash and cash equivalents are cash held
at financial institutions in demand-deposit accounts or highly liquid investments with original maturity dates of three months
or less at inception. The Fund reports cash equivalents in the statements of assets and liabilities at market value, or at carrying
amounts that approximate fair value, because of their highly liquid nature and short-term maturities. The Fund has a substantial
portion of assets on deposit with banks. Assets deposited with financial institutions may, at times, exceed federally insured limits.
Fair Value - Definition and Hierarchy
In accordance with U.S. Generally Accepted
Accounting Principles (the “U.S. GAAP”), fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the
measurement date.
In determining fair
value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring
fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or
liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions
about the inputs market participants would use in pricing the asset or liability developed based on the best information available
in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 -
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability
to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based
on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not
entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets
that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable
and significant to the overall fair value measurement.
The availability of valuation techniques
and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including,
the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other
characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable
or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily
represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.
Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that
would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by
the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used
to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level
in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level
input that is significant to the fair value measurement.
The Fund and records derivative activities
at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include
futures contracts related to cryptocurrency prices. Futures, which are listed on a national securities exchange, such as the CME,
or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts
(such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or
unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Brokerage Commissions
The Fund recognizes brokerage commissions on a full trade basis.
Derivative Counterparty Margin
Margin is the minimum amount of funds that
must be deposited by a cryptocurrency interest trader with the trader’s broker to initiate and maintain an open position
in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold.
Futures contracts are customarily bought and sold on initial margin that represents a small percentage of the aggregate purchase
or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may
create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or
speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed
the initial margin. In addition, the amount of margin required in connection with a particular futures contract may be modified
from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers,
carrying accounts for traders in commodity or cryptocurrency interest contracts generally require higher amounts of margin as a
matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties,
so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases
an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on
the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the
underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements
imposed on the selling of options, although adjusted to reflect the probability that out of the money options will not be exercised,
can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads
and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in
the underlying interest.
Ongoing or “maintenance”
margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures
contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made
by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With
respect to the Fund’s trading, the Fund (and not its shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have
passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an
account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring
the total risk of the combined positions.
Sponsor Fee Allocation of Expenses
The Sponsor is responsible for investing the assets of the Fund
in accordance with the objectives and policies of the Fund.
The Fund pays the Sponsor a management
fee, monthly in arrears, in an amount equal to 0.25% per annum of the daily NAV of the Fund (the “Management Fee”).
Prior to February 10, 2025, the annualized rate was 0.90%. The Management Fee is paid in consideration of the Sponsor’s services
related to the management of the Fund’s business and affairs, including the provision of commodity futures trading advisory
services. Creation with cash may cause the Fund to incur certain costs including brokerage commissions and redemptions of creation
units with cash may result in the recognition of gains or losses that the Fund might not have incurred if it had made redemptions
in-kind. The Fund pays all of its respective brokerage commissions, including applicable exchange fees, National Futures Association
fees and give-up fees, and other transaction related fees and expenses charged in connection with trading activities for the Fund’s
investments in CFTC regulated investments. The Fund also pays all fees and commissions related to the EFP transactions for the
sale and purchase of spot bitcoin, including any bitcoin transaction fees for on-chain transfers of bitcoin. The Fund bears other
transaction costs related to the FCM capital requirements on a monthly basis. The Sponsor pays all of the routine operational,
administrative and other ordinary expenses of the Fund, generally as determined by the Sponsor, including but not limited to, fees
and expenses of the Administrator, Sub-Administrator, Custodians, Marketing Agent, Transfer Agent, licensors, accounting and audit
fees and expenses, tax preparation expenses, legal fees, ongoing SEC registration fees, individual Schedule K-1 preparation and
mailing fees, and report preparation and mailing expenses. The Fund pays all of its non-recurring and unusual fees and expenses,
if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are unexpected or unusual in nature, such as
legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses
also include material expenses which are not currently anticipated obligations of the Fund. Routine operational, administrative
and other ordinary expenses are not deemed extraordinary expenses.
F- 27
Income Taxes
For U.S. federal income tax purposes, the
Fund will be treated as a partnership. Therefore, the Fund does not record a provision for income taxes because the partners report
their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions
without adjustment, if any, required for income tax purposes.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.